Common use of Deferred Commission Clause in Contracts

Deferred Commission. Chardan shall also be entitled to receive three and one half percent (3.5%) of the gross proceeds from the sale of the Firm Units ($1,750,000) and three and one half percent (3.5%) of the gross proceeds from the sale of the Option Units (or up to $2,012,500 in total) as a deferred underwriting commission (the “Deferred Underwriting Commission”). At the option of Chardan, the Deferred Underwriting Commission shall be payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, Chardan agrees that: (i) Chardan shall have no right or claim to receive the Deferred Underwriting Commission and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the public stockholders. Any Deferred Underwriting Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Underwriting Commission by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Underwriting Commission will be cancelled.

Deferred Commission. Chardan shall also be entitled to receive three and one half percent (3.5%) of the gross proceeds from the sale of the Firm Units ($1,750,000) and three and one half percent (3.5%) of the gross proceeds from the sale of the Option Units (or up to $2,012,500 in total) as a deferred underwriting commission (the “Deferred Underwriting Commission”). At the option of Chardan, the Deferred Underwriting Commission shall be payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. In the event that the Company is unable to consummate a Business Combination and Continental American Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, Chardan agrees that: (i) Chardan shall have no right or claim to receive the Deferred Underwriting Commission and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the public stockholders. Any Deferred Underwriting Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Underwriting Commission by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Underwriting Commission will be cancelled.

Deferred Commission. Chardan shall also be entitled to receive three and one half percent (3.53.0%) of the gross proceeds from the sale of the Firm Units (up to $1,750,0001,800,000) and three and one half percent (3.53.0%) of the gross proceeds from the sale of the Option Units (or up to $2,012,500 2,070,000 in totaltotal if the Over-allotment Option is exercised in full) as a deferred underwriting commission (the “Deferred Underwriting Commission”). At the option of Chardan, the Deferred Underwriting Commission shall be payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, Chardan agrees that: (i) Chardan shall have no right or claim to receive the Deferred Underwriting Commission Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the public stockholders. Any Deferred Underwriting Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price for those Option Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Underwriting Commission by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Underwriting Commission will be cancelled.

Deferred Commission. Chardan shall also be entitled to receive three and one half percent (3.53.0%) of the gross proceeds from the sale of the Firm Units ($1,750,0001,800,000) and three and one half percent (3.53.0%) of the gross proceeds from the sale of the Option Units (or up to $2,012,500 2,070,000 in total) as a deferred underwriting commission (the “Deferred Underwriting Commission”). At the option of Chardan, the Deferred Underwriting Commission shall be payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, Chardan agrees that: (i) Chardan shall have no right that any rights or claim claims to receive the Deferred Underwriting Commission and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the public stockholdersforfeited. Any Deferred Underwriting Commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Underwriting Commissions related to the Option Units, the payment of the purchase price for those Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Underwriting Commission by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Underwriting Commission will be cancelled.